1 1/2 cups elbow macaroni
3 tbsp unsalted butter
2 tbsp flour
1/2 tsp salt
dash pepper
2 cups milk
8 oz Velveeta cheese; cubed

1. Cook elbow macaroni in boiling salted water until tender; drain.

2. Melt butter in saucepan.

3. Add flour, salt and pepper.

4. Add milk, cook and stir until thick and bubbly. Add cheese and stir until melted.

5. Mix cheese with macaroni. Turn into a 1 1/2 quart casserole.

6. Bake at 350F for 35 to 40 minutes or until heated through.